END-USER SOFTWARE LICENSE AGREEMENT


NOTICE: READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, COPYING OR USING THE LICENSED PROGRAM IDENTIFIED IN THIS AGREEMENT. CLICKING THE “I ACCEPT” BUTTON OR IN ANY OTHER WAY INSTALLING, ACCESSING, COPYING OR USING THE LICENSED PROGRAM CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

This END-USER SOFTWARE LICENSE AGREEMENT (this “License Agreement”) is by and between you (referred to herein as “COMPANY” or “Licensee”) and REVUKANGAROO, LLC, an Arizona limited liability company ("REVUKANGAROO” or “Licensor").

WHEREAS, COMPANY wishes to use certain software developed and owned by REVUKANGAROO which gives business owners the ability to increase, manage, track and publish customer reviews;

WHEREAS, REVUKANGAROO desires to license this software to COMPANY;

NOW THEREFORE, the parties hereto agree as follows:

1. GRANT OF LICENSE


a. Subject to REVUKANGAROO’s approval of COMPANY’s application as set forth in Section 1(b) below, REVUKANGAROO hereby grants to COMPANY, as Licensee, a non-exclusive, non-transferable license to use the RevuKangaroo Personalized Reputation Management System (the "Licensed Program") for the purpose of tracking customer reviews. COMPANY will deliver the Licensed Program to COMPANY within the program option (the “Program Option”) checked by COMPANY on the REVUKANGAROO Pricing and Plans website link. The term “Licensed Program” will include releases and updates created exclusively for COMPANY but does not include: (i) material revisions required by Company arising out of new applications or developments; (ii) new versions of software developed independently of Licensee’s use; or (ii) software developed for any other party, including, without limitation, an Affiliate. As used in this Agreement, Affiliate means an entity controlled by or under common control with Company. “Control” means ownership, directly or through direct or indirect subsidiaries, of 50% or more of the voting interest of another entity. Licensee acknowledges and agrees that if an Affiliate or other third party desires to use the Licensed Program, the Affiliate or other third party must enter into a separate Software License Agreement with REVUKANGAROO and pay separate consideration for that use.

b. By accepting this License Agreement, COMPANY acknowledges and agrees that its offer to use the Licensed Program under the terms and conditions of this License Agreement is subject to REVUKANGAROO’s express, written approval which REVUKANGAROO will send to COMPANY by way of e-mailed notice of acceptance (the “Acceptance Notice”). COMPANY’s right to use the Approved Program Option (defined in Section 2 below) will be activated upon REVUKANGAROO’s delivery of the Acceptance Notice and COMPANY’s payment of a one-time start-up fee of $199 (the “Start-Up Fee”).

2. CONSIDERATION TO REVUKANGAROO; DELIVERY OF LICENSED PROGRAM


a. In addition to the Start-Up Fee, in consideration for COMPANY’s use of the Licensed Program within the Program Option selected in Section 1 hereof (the “Approved Program Option”), COMPANY will pay REVUKANGAROO the license fee for the Approved Program Option as set forth in the Pricing and Plans website link (the “License Fee”).

b. COMPANY will pay the License Fee according to the COMPANY’s selection of either a monthly or yearly payment plan as set forth in REVUKANGAROO’s Pricing and Plans website link (the “Payment Plan”).

c. Detailed information concerning each Program Option and the pricing thereof may be found at http://RevuKangaroo.com/pricing. REVUKANGAROO reserves the right to change the License Fee at any time in its sole discretion.

d. REVUKANGAROO will deliver the Approved Program Option to COMPANY through REVUKANGAROO’s secure web site (the “Data Center”) upon REVUKANGAROO’s: (i) approval of COMPANY’s application as set forth in 1(b) above; and (ii) confirmation of COMPANY’s payment of the Start-Up Fee. COMPANY acknowledges and agrees: (i) COMPANY’s right and ability to access the Data Center will not allow COMPANY any access to source coding within the Licensed Program; and (ii) REVUKANGAROO will at all times retain possession and control of the Licensed Program.

3. COPIES


The Licensed Program is proprietary to but unpublished by REVUKANGAROO. Licensee agrees to reproduce and apply REVUKANGAROO’s proprietary notice to all copies, if any, made hereunder, in whole or in part and in any form, of the Licensed Program.

4. OWNERSHIP


The original and any copies of the Licensed Program, including translations, compilations, partial copies, modifications, and updates, are the property of REVUKANGAROO.

5. PROPRIETARY RIGHTS; INDEMNITY


a. Licensee acknowledges and agrees that the Licensed Program is REVUKANGAROO’s proprietary information and constitutes confidential trade secrets of great value. Licensee further agrees to treat the Licensed Program with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Program

b. Licensee will indemnify, defend and hold REVUKANGAROO and its directors, officers, shareholders, employees, agents, representatives, successors and assigns harmless from and against any and all claims, actions, suits, proceedings and any associated losses, liabilities, penalties, fines, damages, costs or expenses including attorney’s fees (including reasonable attorney’s fees and disbursements ) of any kind whatsoever (collectively “Claims”) arising from the use of the Licensed Program by Licensee or any Third-Party User or their agents, employees or representatives in a manner inconsistent with this Agreement, except for Claims arising directly from the negligence or intentional misconduct of REVUKANGAROO or its employees, agents or representatives.

6. LICENSE TERM


The license granted in this License Agreement is effective upon COMPANY’s payment of the Start-Up Fee and will continue for a period of one month or one year based on COMPANY’s election of the Payment Plan set forth in Section 2(b) of this License Agreement (the “License Term”). The License Term will renew for a further month or year upon each payment of the License Fee. This License Agreement will remain in force at all times the COMPANY retains access to the Approved Program Option and until terminated in accordance with Section 7 hereof and subject to Licensee’s proper performance of its obligations hereunder.

7. TERMINATION


REVUKANGAROO has the right to terminate this License Agreement and COMPANY’s right to use the Licensed Program at any time for any reason. COMPANY may terminate this License Agreement: (1) by failing to pay the License Fee; or (2) by giving written notice to REVUKANGAROO of REVUKANGAROO’s default under any of the terms and conditions of this License Agreement and REVUKANGAROO’s failure to correct the default within thirty (30) days after the written notice.

8. OBLIGATIONS UPON TERMINATION


In the event of termination, Licensee will immediately discontinue use of the Licensed Program. Licensee will have thirty (30) days from the date of termination to remove any data from the Data Center and thereafter will not be entitled to access the Licensed Program at any time thereafter without entering into a new Software License Agreement with Licensor. The provisions of Sections 4, 5, 8, and 10 hereof will survive any termination of this License Agreement.

9. MEDIA ELEMENTS


The Licensed Program includes a feature to display images, pictures and personal messages of COMPANY’s employees or subcontractors (the “Media Elements”) on the Data Center. COMPANY accepts all responsibility and liability whatsoever from the posting of images, pictures and personal messages on the Data Center. COMPANY agrees to indemnify and hold harmless REVUKANGAROO from and against any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) resulting from, arising out of, or related in any to claims by COMPANY’s employees or subcontractors related to the Media Elements and to hold REVUKANGAROO harmless from and against any claims and liabilities arising out of or related to the Media Elements.

10. WARRANTY DISCLAIMER


REVUKANGAROO licenses, and Licensee accepts, the Licensed Program (including the Approved Program Option) “AS IS.” REVUKANGAROO PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAM, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

11. LIMITATION ON REVERSE ENGINEERING.


COMPANY may not reverse engineer, decompile or disassemble or create derivative works of or modify the Licensed Program. Nothing contained in this License Agreement will be construed, expressly or implicitly, as transferring any right, license or title to COMPANY other than those explicitly granted under this License Agreement. COMPANY reserves all rights in its intellectual property rights not expressly agreed to in this Licensed Agreement. Unauthorized copying of the Licensed Program will result in automatic termination of this License Agreement and COMPANY agrees that it will constitute immediate, irreparable harm to REVUKANGAROO for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.

12. PATENT AND COPYRIGHT INDEMNITY


REVUKANGAROO will indemnify, defend and hold Licensee, and its current and future Affiliates and their respective directors, officers, shareholders, employees, agents, representatives, successors and assigns harmless from and against any and all claims, actions, suits, proceedings and any associated losses, liabilities, penalties, fines, damages, costs or expenses including attorneys fees (including reasonable attorneys fees and disbursements ) of any kind whatsoever arising from (a) actual or alleged infringement or misappropriation by REVUKANGAROO or any subcontractor of REVUKANGAROO of any third party patent, copyright, trade secret, trademark, service mark, trade name, or other intellectual property right in connection with the Services, including without limitation, any deliverable, and (b) REVUKANGAROO’s violation of any third party license to use intellectual property in connection with the Services, including, without limitation, any deliverable. If the Licensed Program becomes, or in REVUKANGAROO’s opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, REVUKANGAROO may at its option either secure Licensee’s right to continue using the Licensed Program, replace or modify the Licensed Program to make them not infringing, or provide Licensee with a refund of the unused portion of the license fee. REVUKANGAROO will have no liability for any claim of patent, copyright or trade secret infringement based on the use of the Licensed Program in combination with hardware, software, or other materials not provided by REVUKANGAROO, except as contemplated hereunder, in deliverables produced hereunder or in the documentation for the Licensed Program, or the modification of the Licensed Program by anyone other than REVUKANGAROO or at REVUKANGAROO’s direction, except as contemplated hereunder, in deliverables produced hereunder or in the documentation for the Software, or the use of the Software not in accordance with the Documentation or this License Agreement. The foregoing states Licensee’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

13. LIMITATION OF LIABILITY


EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, REVUKANGAROO’s LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS LICENSE AGREEMENT FOR DAMAGES FINALLY AWARDED WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID ACCORDING TO THIS LICENSE AGREEMENT BY LICENSEE TO REVUKANGAROO. IN NO EVENT WILL REVUKANGAROO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

14. SUCCESSORS


This License Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns, except as otherwise provided herein.

15. SEVERABILITY


If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this License Agreement will remain in force as if such provision were not a part.

16. GOVERNING LAW/FORUM


This License Agreement will be governed and interpreted by the laws of the State of Arizona. Phoenix, Arizona will be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.

17. NON-ASSIGNMENT


This License Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of REVUKANGAROO. This non-assignment provision applies to any of Licensee’s parent or subordinate companies, subsidiaries, or successors in interest.

19. EXPORT REGULATIONS


Licensee understands that REVUKANGAROO is subject to regulation by agencies of the U.S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respect with the export and re-export restrictions set forth in the export license for the Licensed Program and all other applicable export regulations. Licensee agrees to indemnify and hold REVUKANGAROO harmless from any loss, damages, liability or expenses incurred by REVUKANGAROO as a result of Licensee’s failure to comply with any export regulations or restrictions.

20. SUPPORT CONTACT INFORMATION.


Should COMPANY have any questions concerning the Licensed Program, email support@revukangaroo.com.

21. FORCE MAJEURE


Notwithstanding any other provisions of this License Agreement, neither REVKANGAROO nor COMPANY will be deemed in default of this License Agreement for failure to fulfill its obligations when the failure is due to causes beyond its reasonable control. This provision will not be construed as excusing non-performance of any obligation by either party to the other under the terms and conditions of this License Agreement.

22. GENERAL


COMPANY represents and warrants that it has the legal power and authority to enter into this License Agreement, and that this License Agreement is entered into by an employee or agent for the COMPANY with all necessary authority to bind the COMPANY to the terms and conditions of this License Agreement.